REMOVAL OF A CEO

Counseling provided to a financial investor /majority shareholder and member of the Board wishing to remove the CEO of a joint stock company.

The dispute resolution/litigation team of the Firm’s Corporate Law department drew on its specialist knowledge to assist the client throughout several stages of the procedure:

preparation of the brief outlining the merits of the decision to remove the CEO;

granting of a court order appointing a Bailiff to attend the Board meeting held to announce the removal and whose mission it was to ensure that adversarial principles were respected during the meeting;

preparation of a brief which would alternately justify the filing of an action before the Commercial Court for mismanagement or before the criminal court for misuse of corporate funds;

negotiation with the legal counsel of the CEO threatened with the above commercial and criminal actions, with a view to having the fired CEO waive filing any form of claim and pay a lump sum compensation for the injury sustained by the company.

Thus, less than 6 months following the discovery of the incriminating acts, the CEO, who had more than 10 years’ seniority, was removed without the company being exposed to action for unfair or vexatious removal, which could have brought the debate into the public arena.